By Disney Sample Clauses

By Disney. Disney shall defend, and pay any judgment or settlement of, any claims or actions asserted by any third party against Disney, its Affiliates, Pixar, any production entity established by Pixar or any of their respective officers, directors, employees, agents or representatives, arising out of or in connection with the Pictures or any Ancillary Rights relating thereto, or the development, production, distribution, exploitation or exhibition thereof, including without limitation any claim or actions alleging that any Picture or any element or part thereof, or the reproduction, distribution, exploitation or exhibition thereof, infringes the copyright, publicity rights or other intellectual property rights of any person or entity, other than those claims or actions which Pixar is required to defend under paragraph 14(b). Disney shall pay all expenses, court costs and outside attorneys' fees incurred in connection with any of the foregoing claims or actions. [*] shall obtain [*] to any [*], which [*] shall not be [*]. Any amounts paid to third parties by Disney in connection with such claims or actions shall be recoupable by Disney as [*] as provided in paragraphs [*]. b. By Pixar. Pixar shall defend, and pay any judgment or settlement of, any claims or actions asserted by any third party against Disney, its Affiliates, Pixar, any production entity established by Pixar or any of their respective officers, directors, employees, agents or representatives, arising out of or in connection with personal injury, property damage or breach of contract in connection with the development or production of the Pictures, excluding any claim or action relating in whole or part to distribution, exploitation or exhibition of any of the Pictures or alleging infringement of copyright, publicity rights or other intellectual property rights. Pixar shall pay all expenses, court costs and outside attorneys' fees incurred in connection with any of the foregoing claims or actions. [*] shall obtain [*] to any [*] or [*], which [*] shall not be [*]. Any amounts paid to third parties by Pixar in connection with such claims or actions shall be considered [*] to be [*] and [*] under the provisions of [*]. 15.
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By Disney. Disney represents and warrants that (i) it has the --------- right, power and authority to enter into this Agreement and to fully perform its obligations under this Agreement; and (ii) the making of this Agreement by it does not violate any agreement existing between Disney and any other party. OTHER THAN THE LIMITED WARRANTIES DESCRIBED ABOVE, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY, DISNEY PRODUCTS, DISNEY SERVICES, THIS AGREEMENT, OR ITS PERFORMANCE HEREUNDER, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
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By Disney. Disney agrees to, and shall, indemnify, defend and hold --------- harmless Voxware, and its directors, shareholders, officers, agents, employees, successors and assigns from and against any and all claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including reasonable attorneys' fees and expenses) and other liabilities arising from, in connection with or related in any way to, directly or indirectly, a breach or alleged breach of any of the representations and the warranties set forth in Section 7(b) hereof. Voxware shall promptly notify Disney of any such claim. Disney shall bear full responsibility for the defense (including any settlements); provided, however, that (1) Disney shall keep Voxware informed of the progress of such litigation or settlement; and (2) Disney shall not have any right, without Voxware's written consent, to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of Voxware. (c)
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By Disney. If at any time after the Drawing Date either (i) a Termination Event pursuant to Section 9.01(h) or (i) shall occur, or (ii) any other Termination Event shall occur and Disney shall have thereafter failed to act in accordance with the reasonable instructions of the Company with respect to the collection and application of the Tokyo Disneyland Receivables and the Designated Receivables, the Company may or at any time after the Drawing Date and after obtaining the prior written consent of the Company, Disney may appoint a Collection Agent (which shall be the Company, The Hongkong and Shanghai Banking Corporation Limited, Tokyo Branch or an affiliate of any of them) to perform such collection and application functions in substitution for the performance of such functions by Disney. Disney and the Company, to the extent of their respective interests in the Tokyo Disneyland Receivables and the Designated Receivables, hereby authorize the Collection Agent to exercise as their agent the rights and powers conferred upon the Collection Agent in this Agreement.
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By Disney. Disney shall defend, and pay any judgment or settlement of, any claims or actions asserted by any third party against Disney, its Affiliates, Pixar, any production entity established by Pixar or any of their respective officers, directors, employees, agents or representatives, arising out of or in connection with the Pictures or any Ancillary Rights relating thereto, or the development, production, distribution, exploitation or exhibition thereof, including without limitation any claim or actions alleging that any Picture or any element or part thereof, or the reproduction, distribution, exploitation or exhibition thereof, infringes the copyright, publicity rights or other intellectual property rights of any person or entity, other than those claims or actions which Pixar is required to defend under paragraph 14(b). Disney shall pay all expenses, court costs and outside attorneys' fees incurred in connection with any of the foregoing claims or actions. [*] shall obtain [*] to any [*], which [*] shall not be [*]. Any amounts paid to third parties by Disney in connection with such claims or actions shall be recoupable by Disney as [*] as provided in paragraphs [*].
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Related to By Disney

  • Rights of Limited Partners Relating to the Partnership (a) In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5(b) hereof, each Limited Partner and the Special Limited Partner shall have the right, for a purpose reasonably related to such Person’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Person’s own expense (including such reasonable copying and administrative charges as the General Partner may establish from time to time):

  • GOVERNING LAW; DISPUTES SUBMITTED TO ARBITRATION All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in Boston, Massachusetts before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the Commonwealth of Massachusetts. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction.

  • Specific Performance, Etc The parties recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute Proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.

  • Performance of the Company The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company at or prior to the Commencement. The Company shall deliver to the Investor on the Commencement Date the compliance certificate substantially in the form attached hereto as Exhibit C (the “Compliance Certificate”).

  • General Rules of Construction Except as expressly stated otherwise, all references to “Paragraph(s)” or “Section(s)” in this Contract are references to Paragraphs and Sections of this Contract or the Exhibits attached to this Contract; and all references to Exhibit(s) are references to the Exhibits attached hereto. The table of contents and headings used in this Contract are for reference and convenience only, do not in any way define, limit, describe, or amplify the provisions of this Contract or the scope or intent of its provisions, are not a part of this Contract, and will not enter into the interpretation of this Contract. All references to “days” in this Contract mean calendar days unless otherwise stated. The term “business day” means Monday through Friday, excluding holidays observed by the School District.

  • Claims Subject to Arbitration Except as expressly provided below, the parties agree that to the fullest extent permitted by applicable law, any dispute arising out of or relating in any way to this Agreement or a similar prior agreement, the Property or the relationship between Resident and Owner or Manager (including matters occurring prior to the date of this Agreement and disputes also involving third parties) (collectively, “Claims”) will, at the election of either party, be resolved by arbitration, including any dispute about arbitrability, such as scope and enforceability.

  • Disputes Subject to Arbitration Any claim, dispute or controversy arising out of this Agreement (other than claims relating to misuse or misappropriation of the intellectual property of the Company), the interpretation, validity or enforceability of this Agreement or the alleged breach thereof shall be submitted by the parties to binding arbitration by a sole arbitrator under the rules of the American Arbitration Association; provided, however, that (a) the arbitrator shall have no authority to make any ruling or judgment that would confer any rights with respect to the trade secrets, confidential and proprietary information or other intellectual property of the Company upon the Executive or any third party; and (b) this arbitration provision shall not preclude the Company from seeking legal and equitable relief from any court having jurisdiction with respect to any disputes or claims relating to or arising out of the misuse or misappropriation of the Company’s intellectual property. Judgment may be entered on the award of the arbitrator in any court having jurisdiction.

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